Phoenix
by CharlotteSilverthorne
Summary: "I need you right where you are," Rebekah said. "But I also need you out of my way. So you see, Elena, the only solution is to get rid of Elena Gilbert. I'm going to make you forget everything." Starts during 3x15 All My Children.
1. Chapter 1

**A/N: This story starts in episode 3x15 "All My Children" when Elena is being held hostage by Rebekah. It will loosely follow canon after that. Many thanks to my wonderful beta: CreepingMuse for all of her helpful tips and hard work on this story. Enjoy!**

**Phoenix**

**Chapter One**

**Prologue**

**~ Pyre ~**

"You little bitch!" Rebekah screeched as she pinched her broken nose.

Elena watched in satisfaction as the vampire lunged at her, only to be stopped by the barrier spell, and went flying backwards into the passage wall. Elena sat down next to the tiny underground stream and lit a few candles that had been left behind. She was safe here until the spell was completed, but she didn't want to have to sit there and wait for that to happen.

Elena forced herself to go over everything that Damon and Alaric taught her. Yet there wasn't a single thing she thought of that could work against Rebekah. Sure, she was scared shitless at the thought of having to spend her last day alive with an overgrown Vengeful Barbie, but it wasn't like she had the luxury to stay there and whine about it. Every twig, the wood of Esther's coffin, the candle's fire, each of those could be a weapon if used properly. Elena knew that there was no way she would be able to kill the girl. But if she had the right opportunity, she could slow her down, maybe enough that she could successfully escape. At that point, her adrenaline began to wane and the pain from her injuries flared. Maybe she could claim to be dying of blood loss and Rebekah would give her some blood.

It was that single thought that told Elena that she had hit her head much harder than she originally believed.

"Elena!" Rebekah called out in a chipper tone, "Let's pick it up where we left off."

The can of gasoline in Rebekah's hand said more about the vampire's intentions than her peppy tone ever could have. _This isn't good,_ Elena thought as she backed away, _Not good at all. _There was nothing in all her training that had involved psychotic vampires with gasoline and matches. Not a single thing.

_What would Alaric do? _She asked herself. Finding a bottle of bourbon wasn't really an option right now, so the answer was that he'd find something to protect himself from inhaling the smoke from the fire Rebekah was about to start. A shirt or jacket would work. Secondly, if the fire did start to burn him, he'd drop and roll. Dirt would smother the flames and dilute the fuel at the same time. But if she used the drop and roll method, she would still suffocate from the smoke, maybe not as quickly, but it would happen.

_What would Damon do? _The thought hit her suddenly. Sure, in the past she had outwardly despised the way he acted and lived, but if she was being honest, she really admired him. He embraced what he was; he was brutally honest and didn't care if he hurt her feelings. But he had never failed to keep her safe. And if she was being honest, that was a full-time job. It was no wonder why Damon and Alaric drank themselves into oblivion every night. They needed something to make them forget that they drew the shitty end of the stick in life. Just like she had.

Damon would soak himself in gasoline and then take a flying leap at Rebekah. It wouldn't hurt either vampire long term, but it would slow her down.

"Thought I'd shake things up a bit." Rebekah shrugged innocently when she caught Elena staring at her as she poured gasoline on anything she could sling it at.

Elena moved her head to the side as Rebekah flung the empty tin can at her face. A spray of gasoline covered her tattered clothing and Elena smiled grimly to herself.

"You have five seconds to walk out before I smoke you out." Rebekah smiled wickedly.

Elena had reached her wits' end. She was ready for this shit to be over. She smiled back at the sadistic girl and stood there patiently waiting.

Rebekah threw a lit match into the chamber that immediately ignited the fuel soaked ground. Elena took a deep breath and steadied herself as the flames engulfed everything that the gasoline had touched. Luckily, the flames didn't touch her, nor did they reach Esther's coffin.

Elena refused to let Rebekah see her fear. If she was going to go down, she was going to go down stoking the flames ever higher. And if she could swing it, she was going to take the bitch with her. Elena kicked the coffin with all her might. The heavy wooden box only budged a few feet, but it was enough to kick the casket into the flames, sending a flurry of smoke and glowing embers hurtling toward Rebekah as the heavy finish on the casket began to burn and float toward her. Elena smiled. If the look of fear on Rebekah's face was the last thing she ever saw, she could deal with that.

"Do you want to burn to death?" Rebekah screamed out in panic as Elena's coat burst into flames.

Elena could hear the fear in her voice; she knew that neither Klaus nor Elijah would hesitate to dagger Rebekah if she caused her death.

"Do you think I care?" Elena bit out harshly.

So Elena did what any sane doppelganger in love with two vampires and on the brink of death would do. She ripped the burning jacket from her body, feeling the awful icy hot sensation as her palms and face were scorched, and flung it at the horror-struck vampire. Rebekah jumped to the side. Her arm missed the flames by barely an inch, but her pants weren't so lucky. The bitch had trapped herself between the spelled entryway and the burning jacket. There wasn't much room to go around Rebekah, but it would have to do. She took a deep breath and mustered her strength, then darted out of the room and into the passage. She ran as fast as her feet would take her. She took each turn with both care and speed. But Rebekah was faster than Elena had anticipated. The sadistic vampire kicked the coat away and darted after her prey. Elena's plan had failed.

"Back away." Rebekah hissed as she rounded a corner, ripped the vervain bracelet from Elena's wrist, and locked eyes with the brown eyed girl.

The compulsion shouldn't have caught her off guard, but it did. Her fear was stronger than she could have ever imagined, and no matter how much she wanted to, she couldn't fight against it.

"Sit here," Rebekah said quickly, her eyes trained on Elena's. Rebekah frowned and pulled her phone from her pocket, walking around the corner. Faintly, Elena heard her talking to someone, but she couldn't make out the words.

Elena sat on the hard floor of the cavern, and tapped her foot impatiently as she waited for some sort of update on the situation. The gasoline fumes had given her the most horrible headache and made her feel slightly dizzy. Although the unicorn knot on her forehead could have been the cause.

"You do pick the most resourceful beaus." Rebekah shook her head as she rounded the corner, phone in hand. She leaned casually against the rock wall and studied her perfectly manicured nails with extreme boredom.

"Say what?" Elena asked warily as she sat on the ground, unwilling to move.

Rebekah shrugged and casually answered. "Damon turned your witch friend's mother into a vampire."

"No!" Elena gasped out.

"Quite clever, actually," Rebekah admitted, with a grudging smile. "They needed to sever the witch line and, well, you can't be a witch and a vampire. In any case, you're free to go." She held out a hand and waited for Elena to walk past her. "Oh and, by the way, you were right. I do prefer taking my time watching you suffer. Much more satisfying."

Elena shook her head in disgust as she slowly got to her feet. The whole night, all of her fighting and planning, had been for nothing. Bonnie was going to hate her. Abby had only come back into her life a short time ago, now she would either have a mother that was a vampire or a mother that was dead. She limped along the narrow passage way and held onto the wall for support.

Elena was no more than ten feet away when Rebekah slammed into her with the force of a freight train. Blinding pain accosted her as the Original held her pinned against the cavern wall by her neck. The ancient vampire wasted no time as she lunged and sunk her fangs into Elena's throat.

Elena panicked and began to struggle. She would not die this way. She refused to. There were too many things that she had yet to do. There were places that she wanted to go. Things she had yet to experience. Her right fist slammed into Rebekah's jaw as her thumb dug into the bitch's eye socket as she placed her feet on the other girl's thighs and kicked her away. In the shock of the moment, Rebekah dropped her, her mouth agape and her eye dangling precariously. "Oh now you're just pissing me off!"

Elena didn't have time to move away as Rebekah sprung at her and ripped into her throat again.

She was going to die. She could feel it. She thought of Jeremy and hoped that he'd happy in Denver. She wished for him to have the life that he deserved, free of the pain and suffering that he went through in Mystic Falls. She thought of Caroline. Poor Caroline, who had taken the damnation that Katherine forced upon her and made a life for herself. She hoped that Caroline would always stay as strong and confident as she had always been. Bonnie, Elena hated that Bonnie had lost so much because of her. She hoped that Abby would choose to transition and that it wouldn't be too hard on her. Bonnie needed her mother now more than ever. And also, Alaric, he needed to find someone to help him move on. Being a vampire hunter was a dangerous occupation, she didn't want him to put himself in that situation any longer.

Each drop of blood that poured into Rebekah's mouth caused Elena to struggle a little bit less. Her movements had become sluggish and her vision was blurred. Flashes of Stefan passed through her mind. She wanted to see him embrace his humanity and actually take the chance to live. More than anything, she wanted him to be happy. And Damon, even in her befuddled state, he was a difficult topic. Thinking of Damon was like placing herself in a tangled web of emotions. Each time she thought she had broken free she was pulled back in, only to become even more mesmerized and ensnared. She knew that he loved her, that he would do anything to protect her. The very thought of what he would do upon hearing of her death scared her. He would charge into the Original's home and get himself killed.

Elena slumped limply to the ground when Rebekah finally released her. She didn't have the energy to hold her head up, much less stand. Or so she wanted Rebekah to think.

"Ready to cooperate?" Rebekah grinned at her and lifted her into a sitting position. Elena was a boneless heap, a marionette with no strings, as the blond vampire grabbed her face and forced her to make eye contact. "Now sit there like a good little girl and listen."

Rebekah crossed her legs and sat in front of her.

"You see, Elena, I'm tired of your harebrained schemes to destroy my family. I mean, they were entertaining to start out. I've watched as you and your love-struck followers devised a plan, then floundered and failed, and went back home to lick each others' wounds." Rebekah rolled her eyes. "But now you've just become a nuisance. It bores me."

"Just kill me already." Elena whispered.

"Ah, can't do that." Rebekah shrugged. "You see, I gave both Elijah and Niklaus my word that I wouldn't kill you. It's a pity for you that they didn't mention anything about me not having a little fun with you."

"What do you want?" Elena ground out.

"I need you right where you are, so Niklaus can have your blood and Elijah can keep his word." Rebekah said simply. "But I also need you out of my way. So, you see, Elena, the only solution is to get rid of Elena Gilbert."

"Huh?" Elena said, completely perplexed. Even as fucked up as she was with extreme blood loss and a serious concussion, that just didn't make sense.

"Yes," Rebekah rolled her eyes, "I'm going to make you forget everything. Niklaus will still have his hybrid-making blood factory. Elijah won't be thrilled, but he'll still have kept his word. He might even be glad you don't have to suffer anymore. And I will be thrilled to watch you flounder in a life you know nothing about. Let's see if the Salvatore brothers stick around to fawn all over you when you can't even remember how to tie your own shoes."

"You can't do that!" Elena argued weakly. "I'd rather die!"

"Oh, yes I can." Rebekah nodded triumphantly. "I may look like the stunning normal girl that you thoughtlessly stabbed in the back, but you forget that I am an Original vampire. I can wipe your mind so clean that you won't remember how to brush your teeth."

Elena stared at her charred hands and bleeding skin. She felt pathetic and weak. At this point, there wasn't a single thing she could think of that would get her out of this situation.

"Look at me, Elena."

Elena didn't listen to her. Why should she? She knew what Rebekah was insinuating, she couldn't let her do it. It was a fate worse than death. To not remember the people that mattered most? She couldn't even think about it. Everything would be null and void. Her whole body began to shake. She had been in dangerous situations before, hell, she had even died once. But never had she ever felt so cold and alone as she did in that moment. _Please!_ she screamed silently. _Help me!_

"I said look at me!" Rebekah screamed, slapping Elena hard across the face.

Elena's head snapped to the side, and her eyes locked with Rebekah's.

"Forget everything." Rebekah watched as Elena's eyes lost focus and her pupils dilated. "You will forget and never remember who Elena Gilbert was."

Elena could feel it. The compulsion was so much worse than being drained of blood. Her life, her memories were flashing before her eyes. She could see her parents' smiling faces as she and Matt walked out of the house dressed up for the winter formal. Jeremy and their father playing football in the back yard while Elena and her mother sat on the porch swing and watched. She didn't want to forget those times. All of the people that she loved. All of the people that she had lost. They were leaving her forever. And there was nothing she could do to stop it. She tried though. Tried with all her might to hold on, but in the end, it wasn't enough. Her whole body slumped to the ground as she blacked out.

"Bugger." Rebekah groaned in agitation.

She didn't want to touch the nasty human. The thought of carrying her out and acting remorseful over Elena's sorry state just made her ill. "I _always_ take feeding a bit too far."

She pulled out her phone and sent a quick panic-inducing message to Elijah to let him know that she needed help. There was no way in hell that she was going to heal Elena with her blood. The thought made her want to gag. Plus, the story she had concocted would play out better if she had evidence.

_Yes,_ she thought to her herself as she carelessly lifted Elena into her arms and didn't bother to take care in the narrow passage, _this doppelganger made for the perfect hostage._

"My apologies." Rebekah sneered as she dropped Elena's body onto the ground.

Elijah was there within minutes. When he saw the state Elena was in, Elijah's eyes held a fury that Rebekah hadn't seen in almost a thousand years. So of course she had to stand there and explain herself like a petulant teenager caught out after curfew.

"She was going to set herself on fire, Elijah!" She said pitifully, tears welling up in her eyes. "I tried to stop her, but I couldn't enter that area of the cave. I tried to compel her to walk out, but she had that bracelet on. She claimed that if she killed herself, her family and friends would be safe."

Elijah bit his wrist and held it to Elena's mouth. Her massaged her throat and urged her to swallow his blood.

"You didn't have to drain her dry, Rebekah," he hissed at her, "She was desperate and didn't need you manhandling her."

"She'll be fine!" Rebekah huffed impatiently.

"For your sake, she had better be." Elijah replied as he carefully pulled Elena into his arms. "Go home, sister. Do not leave until we have the chance to speak again."

The sight of Elijah holding the human girl so tenderly sickened her, so she wasted no time in complying with his wish and running as fast as she could back home. She smiled to herself as she thought of what she had accomplished. Sometimes, she had the best ideas.

* * *

><p>The girl opened her eyes and winced as the light of the blazing fire sent blinding pain shooting through her head.<p>

_Fire!_ she mentally screamed as she scrambled away from heat of the flames. Her body hit the floor with a loud thud, but she didn't even register the pain. She needed to get away from the heat. The thick blanket was wrapped tightly around her torso and legs and hindered her movement, so she ripped it away from her. On her hands and knees, she found a small alcove to hide in, far out of view of the flames. She had no idea why it scared her, only that her mind screamed at her to get away from the danger.

Hushed voices surrounded her as she stayed huddled in the dark corner.

"Elena?" The velvety voice called out. "What are you doing back there?"

Another voice said something so low that she couldn't understand. Before she had the chance to run, a dark shadow blocked her path. She looked up with fearful eyes as a large pale hand came toward her and grabbed her by the wrist.

"Elena." The man sighed as he pulled her from behind the couch. "Quit messing around."

"Who's Elena?" she whispered fearfully as she clung to his arm.


	2. Chapter 2 Smoke

**Phoenix**

**Chapter Two**

**~ Smoke ~**

"Uh," Damon said quizzically, his eyebrows raised, "Elena. You're Elena."

"I am?" Elena asked quietly. "Who are you?"

Damon, for once, was at a loss for words. One look into those inquisitive chocolate eyes and he didn't know what to say._ What happened to you, Elena?_

"You don't remember?" he inquired doubtfully. "You don't remember me?"

"No." Elena shook her head seriously."Should I?"

"Shit," Damon hissed.

She just sat on the couch and stared at the fireplace, the flames reflected in her eyes. An unquenchable rage welled up within him. Either she was faking it, which he couldn't see Elena doing, or she had been hurt far worse than Elijah had wanted to mention.

The rips and tears on her clothing, dried blood on the collar of her shirt, and complete memory loss was a sign that Elijah hadn't been completely honest. Elena had been hurt, bitten and possibly compelled. There was an Original out there with hell to pay.

"Well." He sat in the chair across from her. "You have to remember something."

His tone wasn't harsh, but she flinched and scooted farther back in to the seat, never taking her eyes off the roaring flames the fireplace.

"Where am I?" she whispered.

"This is my home," he said finally, his tone softer than before. "I'm Damon, by the way."

"It feels familiar," she whispered as she pulled the blanket off of the rug and wrapped herself in it. Her eyes searched the room then settled back on him.

Emo soft rock suddenly blared throughout the house.

Damon set his jaw in irritation and shot Elena a stiff grin. "Don't go anywhere."

He was on the staircase in the blink of an eye. He didn't even think about his actions until he heard Elena's gasp.

"You were..." She pointed at the chair across from her and back to him. "Then... there."

Damon sighed and walked up the steps. The music blared louder the closer he came to Stefan's room. He knocked once and received no answer, so he turned the handle and let himself in.

"It's Elena," Damon said quickly, plucking the bottle of whiskey from Stefan's hand and draining it. "We've got a little bit of a problem."

"There's always some kind of problem," Stefan answered in a wry tone. "And it usually involves Elena."

"I'm not joking, Stefan," Damon said. "She claims she can't remember anything. She has no idea who I am! Or who she is, for that matter."

Stefan looked taken aback, his glass held at his lips. "How?"

"She doesn't know," Damon ground out. "But I think I do."

"Rebekah," Stefan replied and shook his head. "That sounds like something she would do."

"Now we just have to find a way to break the compulsion," Damon said thoughtfully and picked up a full bottle of whiskey from the table. He didn't bother to hear his brother's thoughts on the subject as he walked back downstairs. He would do whatever it took to get Elena back. She would do the same for him. He knew she would, because it was just the Elena thing to do. She would drop everything and risk her life to save him if he was in danger. She would never give up on him.

She was sitting in the same place on the leather sofa, clutching the quilt to her chest, her eyes glued to the fire. Her hair was frizzy and singed. Black ash clung to her clothes and soot was smudged on her face.

"You look like hell," Damon said in a false bright tone, causing her to jump and scramble off the couch in surprise.

He chuckled quietly as he moved around and helped her to her feet. "Jumpy too."

"Don't know why," Elena said wryly, and then laughed. "I didn't hear you walk in."

"I'm just sneaky like that." He smiled at her, waggling his eyebrows.

She smiled at him, a true smile, for once not forced or pained. And for the first time since she had been dropped off on his couch, he didn't think about what he wanted, but what would be best for her. Sure, he still wanted the old Elena back, but what would make her happy?_ What would it take to give her a fresh start and the life she deserved to have?_ But deep down he knew that would never happen. She was the doppelganger. There was no chance of her ever having a normal life.

"Oh, how did you do that earlier?" she asked curiously. "Move so quickly, I mean."

"One of my many skills," he replied evasively.

"Ah," she sighed, looking disappointed at his vague answer.

"How about we go get you cleaned up?" Damon asked quickly, hoping she wouldn't press the issue.

Much to his surprise, she didn't ask any more questions . Elena accompanied him through the house for the grand tour, listening attentively as he told her about the boarding house's history. How and when his family had acquired the property. Nothing that pertained to her. Not yet. Elena didn't exactly have the best life story to tell, at least not the part that he had been there for. Someone else would have to clue her in on that. For the first time since he met her, she finally had real light in her eyes. She seemed happy. Completely oblivious, but happy. He didn't want her to lose that. Things were going to be bad for them; he could feel it in his bones. The worst wasn't over yet. They had a long fight ahead of themselves and Elena needed to be in top form. But for just one night, he wanted to see what she would be like without all of the drama hindering her.

"Oh, wow!" Elena gasped as Damon opened the door to his bedroom.

"All mine," he said, smirking at her awe as they walked through the room.

He smiled lightly and moved toward her. They were a mere foot from each other when his hand automatically moved up to cup her cheek. Maybe he could compel her to remember. It was a long shot, but depending on how Rebekah had worded the compulsion, he might be able to find a loophole. He looked down at her, his eyes locking with hers. "I need you to remember, Elena. Remember."

It didn't work. Her pupils dilated and her eyes lost focus, but nothing else happened. He was even able to delve into her mind a little. There was nothing personal there, just fragmentary memories only a few minutes old. This Elena was running on auto-pilot.

"Is there somewhere I can wash up?" Elena asked, quickly moving away from him, as her eyes darted to the massive bathroom. "The gas fumes are kind of making my head hurt."

"Have at it," Damon replied, sighing in disappointment. He gestured to the massive tub. "I'll go find you some clean clothes."

Elena walked into the bathroom, and then turned to face him. There was a haunted look in her eyes, like there was something that she wanted to say, but couldn't quite find the words. Finally, she sighed and turned away.

Damon was frozen to the spot. He was so sure his compulsion would work. If he couldn't compel her, then the only way for her to become the Elena he knew and loved was to either kill the vampire who compelled her, or to turn Elena into a vampire. The first way would bring the old Elena back, but would put a death sentence on his own head. There was no way Klaus would accept Rebekah's death without seeking revenge. But the other way, Elena would never forgive him. She would remember everything, but she would hate him for eternity. Or at least until Klaus caught up with her.

Damon desperately needed her to remember. Not because he expected her to run rushing into his arms, or his bed for that matter. Although that would be nice. But he wanted her to be fully aware of the consequences and rewards of any decision she would make.

It hadn't been long since she had woken up, completely oblivious to the world she lived in, and he wasn't quite sure what to do with her. His confusion and the emo rock was starting to give him a headache. _And why in the hell didn't he have a bathroom door?_ He was sure that if he poked his head around the corner he would be able to see her standing in the shower. It certainly was a tempting thought. The only thing that kept him from sneaking a peek was the thought of what _his_ Elena would say. That and his mother did teach him a few manners, not that he would admit it.

He rummaged through the back of his closet, sure that Katherine had stashed some of her clothes when she had stayed with him, and contemplated on whether or not it would be best to take Elena to her own home. Ric would take good care of her, and her friends could fill her in on both the happiest and worst times of her life. Or he could always call Rebekah and try to make some kind of deal with her. He grabbed the duffel bag from the back of the closet and looked through it. Anything Elena could need clothing-wise was in there. Hell, there were at least three pairs of shoes, too.

Damon debated darting out and just leaving the bag on the counter, but figured that he should at least check on her. There would be no harm in that, he thought as he knocked loudly on the bathroom wall. When almost a minute went by with no answer, he decided that the time for propriety was over. He stuck his head around the corner and focused on the running shower. The scene before him wasn't what he expected at all. There was no slender Elena with water cascading down her bare skin to greet his eyes. He almost didn't even see her to begin with. She was curled up in the corner of the shower, fully clothed, letting the ice cold water wash over her.

"Just what the hell do you think you're doing?" Damon asked, anger flaring in his eyes.

Oblivious he could handle. Hell, he had dated more than one ditzy girl in his time. And stupidity wasn't anything new when dealing with compelled people. But he wouldn't stand to see her put herself in a position that would get her hurt or sick.

"I can't feel anything. Why can't I feel anything?" The cold water beat down on them both. Damon was fucking cold blooded and he could still tell this water was freezing. He frowned. "You will. It'll come back. The Elena Gilbert I know feels everything." He stood there a moment with her, drenched by the pounding water. Then he grabbed her by the wrist and pulled her bodily from the cold shower and led her to the oversized tub.

"You sit right there and don't move," he commanded her.

He adjusted the water to a comfortable temperature and then turned to the water-logged, shivering girl in his tub. He wanted to say something, anything really that would get rid of the awkward tension, but all that came out was "Get out of those clothes and I'll finish burning them for you."

"Okay," Elena said as she began to shrug off her coat.

_Yeah_, Damon thought grimly,_ don't even wait for me to leave._ That was _not_ the Elena he knew and loved.

He shook his head and walked out of the bathroom; after making sure that she didn't have enough water to drown herself in, and made his way to the cellar. The need for blood was almost unbearable. Between fighting Originals and turning Abby, he hadn't thought much about feeding. He should have caught a fresh snack on the way home, but Stefan was being his normal broody self and Damon wanted to get back to his bourbon.

Damon found his little brother at the end of the hallway, half hugging the refrigerator and muttering in a low voice.

"Has it said anything interesting?" Damon deadpanned.

Stefan's head shot up and the younger vampire shot his brother an unamused glance. "How is she?"

"Irritatingly oblivious," Damon said in a dry tone. "When is it your turn to babysit?"

"No," Stefan said sharply. "She's better off without me." He gestured wildly. "Without all of this. We can just send her home and let her live in peace."

"And what's going to happen when Klaus knocks on her door and demands another batch of doppelganger blood?" Damon asked. "The minute he finds her that vulnerable, she'll be strapped to a hospital bed and compelled to sleep until he drains her dry."

"So what are you going to do?" Stefan argued, "Are you going to sugarcoat it? Lie maybe? Or will you tell Elena that three hours ago you turned her best friend's mother into a monster? That you snapped her little brother's neck? That there is a murderous immortal vampire just dying to get his hands on her?"

"At least she'd be prepared," Damon retorted.

All thoughts of leaving Elena oblivious left his mind. If Stefan thought it was the best way to go, then it would be a huge mistake. Definitely not one that he was going to risk making with Elena. He would have to tell her, or at least find someone else who could.

"Just leave me out of it," Stefan sighed. He opened the door to the refrigerator only to slam it shut and storm out.

"He doesn't appreciate you like I do, Fridge," Damon whispered as he lifted the lid and pulled out a bag of O-negative.

When Damon walked back into his bedroom, holding two full bottles of bourbon and a smaller bottle of vervain, he was met with a scene he hadn't expected.

Elena was standing there leaning on the bedpost and looking out the bedroom window. She was fully dressed, her long hair still damp from her bath, and wearing a pair of stilettos that had been in Katherine's bag. She looked far more sane and coherent than she had before. The sight of her standing there made his heart, and another valuable organ, ache. She looked vibrant and alive, completely unhindered by pain and fear.

"Hey!" She turned, smiling at him. "I thought you'd left me."

"Nah," Damon smirked. "I happen to like my room."

"Can't blame you for that." Elena shrugged, looking around the room with wide eyes. "It's nice."

"Look, Elena," Damon said. "We need to talk. I know you've probably been wondering why I haven't told you about yourself, but you need to know that it won't be easy to hear."

"I understand," Elena said shakily. "It's just all so confusing right now. Certain things feel familiar, but no matter how hard I try, I don't know why."

"Have a seat," Damon said invitingly, as he sat down on the large bed and patted the place beside him, then placed the three bottles between them, "And a drink."

Elena took the bottle of bourbon with a shrug and pulled the stopper out. "No glass?"

"It'll just get in the way," Damon waved off the question. "And I have the feeling you'll realize that soon enough."

"Am I that bad?" she asked with concern.

"It's nothing you've done. I promise," he placated her. "Now, I'll have to start at the beginning for this story to make sense, so try not to interrupt me. And please don't spill alcohol on my bed. The sheets are silk."

The first rays of sunlight were pouring through the bedroom windows as Elena rolled her eyes and leaned back on the pillows, holding the bottle in one hand. Damon loved seeing her there. The last time she had been in that spot, he had been dying of a werewolf bite. She held him. Comforted him. And even kissed him toward the end. But before he could ever think about trying to rebuild the relationship they had, he needed to fill her in on it.

Not wanting to keep the suspense up any longer, he started the long and morbid tale. "In this very town, almost a thousand years ago, there was a family that had moved here from Europe to avoid the plague..."

At first, he hadn't known where to start, but the beginning was always best for complicated tales. He had one chance, one small opportunity, to teach her everything she would need to know to survive and thrive. He had to make sure everything was explained precisely, or else she wouldn't stand a chance. His Elena had already heard this story, but she had been told by numerous sources and each one of them had either exaggerated the truth to scare her, or understated it to keep her from worrying. He wanted to give it to her straight. She was strong. She could handle it. At this point, he was no longer worried about winning her affections. He was still the same old charming Damon Salvatore. If he wanted to seduce her, it wouldn't be hard at all.

But he didn't want that. He wanted it to be real. Memories or no, he wanted her to love him as much as he loved her.

"Then Elijah dropped you off last night, saying that Rebekah tried to stop you from setting the fire, but ended up having to compel you to stop," Damon finished.

Noon came and went as Damon and Elena still sitting on the bed. They both had taken off their shoes and sat comfortably across from each other. He felt like he had been talking for days, when in reality it had only been about six hours. But this Elena was so easy to talk to. She didn't stop him mid-sentence to make judgmental comments or freak out over how screwed up her life had become. She just sat there with rapt attention, soaking in any information he was willing to give.

"So the bitch made me forget everything, didn't she?" Elena shook her head and sighed, then gasped and jumped off the bed, "You don't think she's compelled me to do anything else, do you? Like Katherine did to Aunt...What did you say her name was again? Aunt Jenna?"

That simple question almost made Damon cringe. Not the part about her being compelled to do something wrong, but the fact that she didn't even remember how much Jenna had meant to her. If that was how she viewed her own family, with detachment, then how did she feel about him?

The alcohol was beginning to take effect; he could see it in the way she swayed slightly when trying to stay upright. "I could be dangerous right now!"

"Only to yourself." Damon shot her an amused glance before he darted to her side.

Elena swayed precariously as she tried to keep her balance. Damon's arm wrapped around her waist and held her steady. "I'm sorry."

"For what?" he asked, lifting eyebrow as he looked down at her. "You've had a lot to drink; I'm surprised you haven't already passed out."

"No," She shook her head, "I just don't know what to make of all this. I mean this is some pretty heavy shit I've been through, but to be honest, it doesn't mean anything to me. Part of me feels horrible that so many people have died and that so much has been lost, but it's like hearing about it happening to a complete stranger."

Damon tried to hide his grimace, but Elena noticed. "I'm so sorry. I don't want to sound ungrateful. I'm just a little confused. I really appreciate everything that you've done to keep me safe and help me out, especially tonight."

He shrugged, brushing off her apology. "You're worth it."

"I hope so," she whispered.

The sincerity in her tone caused hope to flare in him. He didn't want hope right now.. Hope was a useless novelty to a vampire. But the way she was looking at him made the dreaded emotion to rear its ugly head. His Elena was still there. He just needed to help _this_ Elena find her.

He wanted to say more, wanted to tell her that she was worth so much more to him. That he'd do anything to keep her safe, even if it meant losing her forever. But he never had the chance. Stefan burst into the room, phone in hand, glaring at Damon. When he seen the two of them standing there in each other's arms, his eyes narrowed dangerously.

"Where is your phone, Damon?" Stefan asked shortly. "Sheriff Forbes has called three times looking for you."

"Must have left it downstairs," Damon said as he straightened and moved away from Elena. "What's the emergency, Stef?"

"Alaric's been arrested on suspicion of murder," Stefan said snidely. "Thought you'd want to know. Carry on."

Damon watched as his little brother stormed from the room. The door hit the frame with an alarming slam and shattered, sending chunks of wood flying across the room.

"Wow," Elena whispered. "He really isn't a morning person."

"You have no idea," Damon sighed, avoiding the awkward topic of her past relationship with his little brother. "Would you care to join me in saving a friend from the abominable confines of the Mystic Falls jail?"

"Why not?" Elena shrugged and smiled enthusiastically, then stopped. "Wait, who did he kill?"

"No one that I know of," Damon said quickly. "Between you and me, I think the psycho bitch he's dating is the one doing the killing. She's bad news."

"I sense a little jealousy," Elena suggested seriously.

"Huh?" Damon had one arm in his leather jacket and had to stop once he registered what she had said. "Who?"

"Never mind," Elena grinned impishly. "Forget I said anything."

"Nah, that's your job," he retorted, causing her to laugh softly as they walked out of the room.

A comfortable silence settled over them as he drove. Damon occasionally glanced at Elena to make sure she was okay, and she was. She was sitting back, holding her hand out of the window and humming out of tune to Pearl Jam.

They had almost reached the city limits when Elena's soft snoring echoed in the car. Damon smiled and turned down the music. Her hair was plastered to her face by the wind and her head was leaning at an angle that didn't look comfortable at all. He took one hand off the wheel to reposition her, and moved the hair out of her face. Her eyes were closed and a small grin graced her lips, unknowingly making him smile at how peaceful and content she looked. He had made the right choice. Even if it ended up hurting him in the long run, he would die trying to make Elena happy.

He pulled over at the Mystic Grill and cut off the engine, waking the sleeping girl.

"Whasit?" she groaned, covering her eyes from the blinding sun.

"I'm going to the jail," Damon said. "It wouldn't be in anyone's best interest if I had an underage drunk with me. We've got enough issues to deal with I don't want to add compelling the entire sheriff's office to that."

"Gotcha," Elena murmured.

Damon walked around to open her door, but she had beat him to it and sent him an awkward glance as he looked from the door to her. "What?"

"Nothing." He shrugged calmly.

The diner was bustling with activity as he expected it to be on a Friday afternoon. The waitstaff were moving around frantically and the patrons were speaking animatedly about whatever plans they had for the weekend. Damon seen the person he was looking for and quickly waived him over.

Elena backed away as Matt approached, a look of apprehension on her face. "It's only Matt," he told her quietly.

"Oh," Elena breathed out, "Thought it might have been Klaus. You said he was blond."

"Can you see an Original vampire-slash-hybrid busing tables at a small town diner?" he asked, eyebrows raised, though just imagining the scenario was amusing.

"Hey," Matt said as he walked up, wiping his hands on his black apron. "What's up?"

"Can you take the day off?" Damon asked quickly. "We have a slightly odd situation on our hands."

"Sure," the boy answered quizzically. "Is everything okay?"

"Just keep an eye on her for a few minutes. She can explain what happened. And don't let her out of your sight," Damon answered.

After leaving a reluctant Elena in the quarterback's care, Damon rushed to the jail. Sheriff Forbes was being her usual uptight self. For some reason, she could let vampires, werewolves, and hybrids run rampant in her town, but if a regular old human was suspected of committing a crime, she gave them the third degree. Unfortunately she drank vervain, and was on his short list of people who shouldn't be killed unless necessary. He waited patiently as she bitched him and Alaric out and threatened to arrest him if he interfered with her so called investigation.

"You need one of those orange jumpsuits; it'd really bring out your eyes." Damon smirked as he sat on the floor next to Ric's cell.

"Ha ha." Alaric rolled his eyes. "You've had your laugh, now go find a way to get me out of here."

"I'll get to that in a bit," Damon said quickly. "Now give me the run down of what happened last night."

He sat back and listened about how Doctor Psycho had been all caring and sweet to Ric before catching him with his hands in her murderer's cookie jar. And then she shot him and called the police.

"If I was going to run around killing Council members, I would have started with our crap-ass sheriff," Ric murmured. "So how'd things go on your end?"

Damon gave him the Cliff's Notes version of Elijah's deal, and how they had to make a choice to kill either Bonnie or Abby. And that Damon chose to turn the elder witch, to break the connection and save Elena's life. But Rebekah hadn't played nice and went too far in her compulsion.

"How is she handling it?" Ric asked in concern, taking one of the tiny bottles of rum that Damon handed him.

"She's acting like nothing's wrong." Damon shrugged agitatedly. "I'm on edge just waiting for the inevitable breakdown."

"You never know," Alaric responded hopefully. "She's a strong-minded person, she may not have any trouble adjusting."

"Anyway, I have work to do if you want me to get you out of here." Damon handed him five more single shots of rum and stood.

"Work fast," Ric said seriously as the drunk in the next cell began to wail out Backstreet Boys lyrics.

A trip to the hospital revealed that Meredith was not scheduled to be there, so Damon had to go elsewhere in search for answers. The whole situation brought back bad memories of the last time he was in Mystic Falls. He had only shown up to check on the boarding house and find out what had killed Zachariah when he had encountered Stefan for the first time in fifty years. His little brother had been a mess. Although years of Lexi breathing down your neck, telling you to shove your vampiric instincts up your ass, would mess with anyone's head. Little Stefan had been all broody and apologetic to him, and at the time, all Damon wanted to do was rip his brother's heart out. But after seeing the deplorable state that he was in, Damon couldn't stop himself from trying to help.

And then there was Sage. She had to have been the kinkiest vampire that Damon ever had the pleasure of meeting. Her domineering attitude and sadistic attitude had attracted him to her far more than he was willing to admit. She was not as appealing as Katherine, but she was a distraction. Not to mention that she taught him a thing or two about enjoying what he had become. With her expert advice, he learned to embrace what he was, to drown the guilt of the mindless deaths he had caused with the ecstasy of seduction. Oddly enough, during his last tour of Mystic Falls, Damon had heard of members of the Founder's Council being picked off by some deranged killer. He had chalked it up to another one of Stefan's themed binges, but apparently it wasn't his brother. There was someone out there with a vendetta against the Founders, and almost a hundred years later, they still hadn't fulfilled their goal.

The sun had begun to set, casting an eery orange glow on the old brick buildings, when Damon entered the Grill for the second time that day. He automatically made his way to his spot at the bar. Usually Ric was there on any given morning, begging the bar keep for booze, but now his seat was sadly empty. Instead, Damon was treated with the dismal company of his little brother.

Stefan looked up at him and frowned. "Where's your new pet project?"

"With Beefcake, hearing tales of her former self," Damon shrugged carelessly. "Are you binge drinking now?"

"What's your excuse?" Stefan asked casually.

"Do you remember the last time there was a serial killer in our awesome little town?" he asked. "Around the time of Zacharias' death?"

"If I'm not mistaken," Stefan said seriously, "it was 1912. And it wasn't caused by a supernatural creature. Zachariah was stabbed to death."

"And now it's happening again," Damon said grimly. "History loves to repeat itself here. Like fucking Groundhog Day. Only with more dead bodies."

"That'd be a nice look for you, love," the most grating voice in history interrupted. "Dead, I mean."

"Rebekah," Damon answered arduously, turning to smile at the bitch."We were just talking about you. Doesn't she remind you of a groundhog, Stefan?"

Stefan choked on his drink, looking amused. "Be careful, brother. She has claws."

"He already knows about that," Rebekah said smugly. "So tell me. How is your girlfriend doing today? I mean, it is somewhat traumatic when you try to torch yourself. Is she recovering?"

"She's fine," Stefan answered stiffly.

"Ah," Rebekah pouted, stealing the bottle of whiskey from Stefan."I have to run. Have fun, boys."

Damon gritted his teeth as she walked away, draining the bottle of alcohol before she reached her table. It took all of his self-control not to rip apart the heavy oak bar top and shove it through her skull, but he knew that it wouldn't work. Rebekah, like Katherine, became harder to kill as she gained bitchiness. But he was curious as to why she was meeting with Mayor Lockwood. He completely ignored Stefan's droning about how sad he was, and listened as Rebekah and Carol chatted about the town's history and the Mystic Falls Arbor Society. He wondered why Rebekah was so interested in trees as he signaled the bartender for another bottle of bourbon.

The inconsistent tapping of Stefan's foot pulled Damon out of his thoughts. He stared at the annoying appendage for a moment and considered how Stefan would enjoy life without it. The younger vampire didn't need another excuse to whine and moan, so Damon just settled for stabbing him with a toothpick.

"Ah, silence," Damon said loudly the moment that Stefan stopped. "Why don't we go find you someone to munch on? Starving vampire really isn't a good look for you."

"Not interested," Stefan responded dryly.

"Come on," Damon persisted. "You know you need the blood. And quite frankly, you're becoming a liability. What are you going to do if you need to defend yourself and aren't strong enough to lift a stake? Explain that you're on a diet? I'm not saying that you need to go into full Ripper mode, but you do need to feed."

"We've been through this before," Stefan sighed agitatedly. "Remember what happened the last time you tried to help?"

"Yeah," Damon shrugged. "She looked better without a head."

"I'm serious, Damon," Stefan said. "Mind your own business and leave me the hell alone. You've got your own little project now. So go find her and have fun."

"Oh I will," he grinned wolfishly.

Stefan grimaced and stood quickly. Damon was tempted to stop him from leaving, but a certain skanky blond was making her way toward him.

"Becky," he acknowledged, then drained the last bit of alcohol from his glass. "Having fun with the mayor?"

"Considering the fact that she's about as competent as the sheriff? No," Rebekah whined. "I'm bored."

"Good," Damon stood and placed a hundred dollar bill on the bar. "I have a job for you."

Rebekah linked her arm through his as the two walked out. Damon cringed at the thought of her hand on his leather jacket. He would have to thoroughly clean it later, and possibly bathe himself in bleach.

"Go find us somebody tasty and meet me in the back alley?" Damon requested kindly.

Rebekah narrowed her eyes in distrust, staring at him for a long moment before disappearing into the dark parking lot.

Stefan had barely reached the end of the narrow street when a pretty young woman was pushed into his path. Rebekah walked up behind her, playing with the girl's hair as she stared at Stefan like a spider watching a fly.

"Thirsty?" Rebekah asked, smirking at Damon.

Yeah, so it wasn't one of his better thought-out plans, but who was else was he going to ask for help? Plus, Rebekah was so damn desperate for attention that she'd keep coming around no matter how many times he turned her away. She was like a cat in heat.

Stefan would hate him for this, but he needed to learn how to control the blood lust. Damon walked over to stand beside Rebekah and didn't waste any time as he bit into the girl's throat and took a long deep drink. Stefan was frozen to the spot as he watched the blood slowly stream from the girl's neck.

"Come on, Stefan," Damon encouraged. "You need this. I'll stop you if you get carried away."

"Enough of this," Rebekah groused impatiently.

Before she could even sink a fang into the frightened girl, Stefan pushed her out of the way. He stared at the blood pooling on her throat for a brief moment before he lunged and began to drink.

"Slow down, Stef." Damon said quickly, when he realized that the girl wouldn't hold up much longer. "Stefan, stop!"

"Did you hear that?" A familiar voice sounded from behind a nearby building.

"Elena, wait!" Matt called out.

The sound of her name was enough to bring Stefan out of his violent feeding frenzy. He dropped the girl to the ground with a horrified look plastered on his face. Elena bounded around the corner just as Damon bent to feed the girl his own blood. Her wide eyes took in the seen in front of her and she stumbled, but didn't fall.

Damon gritted his teeth in irritation as he watched the way Stefan's shoulders slumped in defeat. His plan had failed. It would take weeks or even months to get Stefan over this. Not to mention the fact that Elena was probably scared out of her mind at finding them that way.

Rebekah grinned evilly as she watched the exchange. Damon wanted to smack the smug smile off her face, but he had more pressing issues to deal with.

"Oh, fuck!" Elena gasped, backing away from them, while keeping her eyes on the fair-haired vampire.

"Come on, Elena," Matt said quietly, pulling her away from the scene. "Let's go."

"What the hell are you doing here, Donovan?" Damon scowled.

"I forgot my wallet in the back room." Matt said defensively. "Is she okay?"

"She'll be fine." Damon said, handing the girl over to Rebekah. "Can you get her cleaned up and back to her car?"

It took his most pleading voice and sweetest smile, but Rebekah nodded and took off. Stefan had vanished by then, and Damon expected that his brother would be in a foul, angsty mood for the rest of the month.

"Alaric called," Elena said quietly, holding up the phone Damon had given her. "He needs a ride to his house."

"He usually stays at your place," Matt butted in. "Doesn't he?"

Elena looked at Damon for confirmation, her eyes slightly narrowed at the thought of living with a complete stranger.

"He has his own place, Elena," Damon reassured her. "He doesn't have to stay with you."

"I guess I should at least meet him first, right?" Elena rolled her eyes. "I might like having a roommate."

It was Damon's turn to narrow his eyes. Elena had walked over to Matt and was waiting for him to lead the way back to the Grill. But said beefcake was staring at Damon with something close to pity. He didn't need this kid's pity.

"Can you take Elena home?" Matt said kindly. "I have to work a double tomorrow."

"Why not?" Damon shrugged, smiling at Elena.

"Goodnight, Matt," Elena said, hugging the boy.

"Night, Elena." He squeezed her once and glared at Damon.

It was like the kid was trying to send him a message. One that said: "Hurt Elena and I'll try to kill you." _Try _being the operative word.

"Are we going to the jail first?" Elena asked as they walked out of the alley and to where the Camaro was parked.

He nodded and kept walking, knowing that there was going to be hell to pay when he got home. Stefan was not going to be happy about their little impromptu training session. But he would worry about that later.

"No drooling on the seats this time," Damon told Elena over the roof of the car, eyebrows raised .

"I apologize," Elena said in mock remorse.

They reached the Sheriff's office in record time, which had everything to do with the fact that vampires couldn't care less about speed limits. Not to mention the fact that Elena got a thrill of driving through the town at high speeds. And Damon got a thrill out of watching her.

"Wait here." Damon commanded as he got out of the car. "We don't want word to get back to Rebekah about your 'amnesia'. The bitch is too smug as it is."

"All righty," Elena sighed. "Can I at least have the keys?"

"No way in hell," Damon said seriously, walking away at vampire speed.

"There's the jailbird!" Damon smirked as a very tired Alaric rounded the corner holding his release papers.

"Shut up," Ric groaned. "The guy beside me kept yammering all day. My ears are still ringing. How's Elena?"

"I have no idea," Damon sighed. "She's acting like nothing's wrong and that she's adjusting, but it's barely been twenty-four hours. I can see through it, though. There's something she's not telling me.

"I should have gone looking for her last night, but Meredith wouldn't let me leave," Alaric ground out, running a hand through his hair.

"And then she shot you and pumped you full of vampire blood." Damon rolled his eyes. "How reliable is her advice?"

"I don't want to talk about that," Ric groaned. "I just want to be out of here."

The two walked out of the sheriff's office and into the poorly lit parking lot, where they found Elena leaning against the side of the car with her eyes narrowed. The moment she saw them, her frown vanished and was automatically replaced with a bright smile.

"Elena," Damon said quietly, "this is Alaric."

"Hi," she responded simply. "Are you okay?"

"I'm fine," he said, moving forward and pulling her into a hug. "I'm so sorry, Elena. I should have been there to save you."

"I'm all right," she whispered, pulling away from him and tugging on the sleeve of her jacket.

Alaric and Damon shared a glance as they got into the car. Neither of them believed her blatant lie. They both hoped that the house was stocked with alcohol, because it was going to be a very long night.

**A/N: So sorry for the long time between posts, it took me a bit to get this chapter the way I wanted it. There is no way I could have gotten it finished without the help of my wonderful beta. Thank you, Allison! **

**Much love goes out to all of my readers and reviewers. I hope you've enjoyed the second chapter and are ready for the third.**


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